Mergers & aggravation ahead as hostile deals rise

LONDON (Reuters) - Takeover sagas involving Xstrata, Centrica, and Resolution suggest unwelcome and downright hostile bids are set to pick up as acquisitive executives seek to make purchases while prices remain low.

This comes as the wider mergers and acquisitions (M&A) market languishes, and suggests would-be buyers and the unwilling objects of their affection both expect further recoveries in stock markets and other asset prices.

Liam Beere, UBS's co-head for M&A in Europe, Middle East and Africa, said better financing conditions and greater economic stability could bolster corporate confidence, leading to more clashes in the coming months.

"I think you'll see more opportunistic approaches. This may lead to more hostile situations in the next six months, particularly if bidders believe shareholders are more willing to sell than management teams," he said.

In hostile bids, a target rejects an offer and the suitor appeals directly to shareholders. Not all unsolicited approaches end this way, as targets may yield, or predators may drop their offer or sweeten it to win approval.

"There's an element of bargain-hunting -- those who've raised capital and have the financial wherewithal are seeing opportunities to acquire financially weaker companies at attractive valuations," said Beere.

And boards of targeted companies are rejecting bids because they don't want to sell at the wrong time in the cycle, setting the stage for more deals to go hostile.

"WHOLLY INADEQUATE"

Some of the current skirmishes could eventually reward shareholders handsomely. In the meantime, they are likely to keep armies of bankers, lawyers and merger arbitrageurs busy, to say nothing of executives and board members on both sides.

In Europe, recent rebuffed approaches include last Friday's $2 billion bid by Centrica Plc (CNA.L) for North Sea gas producer Venture Production Plc VPC.L, rejected by Venture management and some key shareholders as too cheap.

Likewise, on Monday insurer Friends Provident Group Plc FP.L said a $2.7 billion all-share proposal from entrepreneur Clive Cowdery's Resolution Ltd (RSL.L) was "wholly inadequate" and questioned his outfit's transparency.

The mining sector spent much of 2008 agog at BHP Billiton's unsuccessful tilt at Rio Tinto and is now watching to see if Xstrata Plc (XTA.L) will sweeten the "merger of equals" it proposed to Anglo American Plc (AAL.L) in June, which would create one of the world's largest miners.

Meanwhile in North America, Exelon Corp (EXC.N) continues its long-running pursuit of independent power producer NRG (NRG.N), and fertilizer maker Agrium Inc (AGU.TO) is chasing CF Industries Holdings Inc (CF.N).

But while these tussles capture headlines, they account for just a fraction of the overall M&A market: Thomson Reuters data classified just 10 bids as hostile or unsolicited in June, for example, and six from July 1-13, amid thousands of other deals.

"Hostile M&A is still the exception rather than the norm, said Charlie Jacobs, a partner at law firm Linklaters.

"Generally companies would rather have a friendly dialogue with the target and look to seek a recommendation from the board. Another advantage is it gives the bidder access to due diligence, so it can open the target's books and check there are no black holes."

Jacobs, who helped thwart an $8 billion hostile offer by Harmony Gold Mining for Gold Fields in 2005, said hostile bids were still more common in North America and Britain than in civil-law jurisdictions such as in continental Europe, where it can be easier to frustrate a bid.

On top of that, hostile bids can sap morale, hoover up huge fees -- such as the $450 million BHP (BHP.AX) (BLT.L) spent on trying to buy Rio (RIO.AX) (RIO.L) -- and crowd out operational concerns.

"For both companies, you've still got the day job to do. It's a hell of a distraction of senior management's time," Jacobs said.

(Editing by Sitaraman Shankar)